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    ScanTech AI Systems Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

    9/24/25 4:19:14 PM ET
    $STAI
    Electrical Products
    Industrials
    Get the next $STAI alert in real time by email
    false 0001994624 0001994624 2025-09-18 2025-09-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): September 18, 2025

     

    ScanTech AI Systems Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-42463   93-3502562

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

      (I.R.S. Employer
    Identification No.)

     

    1735 Enterprise Drive

    Buford, Georgia

      30518
    (Address of principal executive offices)   (Zip Code)

     

    +1 (470) 655-0886

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading
    Symbol(s)
      Name of each exchange on which registered
    Common Stock, par value $0.0001 per share   STAI   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company x

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

     

     

     

     

     

     

    Item 4.01Changes in Registrant’s Certifying Accountant.

     

    On September 18, 2025, UHY LLP (“UHY”) notified the Audit Committee of the Board of Directors of ScanTech AI Systems, Inc. (the “Company”) that it had resigned as the Company’s independent registered public accounting firm, effective immediately.

     

    UHY advised the Company in writing (the “Notice”) that its resignation related to the Company’s filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”). The Notice stated that UHY had not completed its review, nor provided notice that UHY had completed its review, of the June 30, 2025 financial statements prior to its filing by the Company on Form 10-Q on September 17, 2025.

     

    The reports of UHY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2024 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except for the inclusion of an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern.


    During the Company’s two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through September 18, 2025, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of UHY, would have caused UHY to make reference to the subject matter of the disagreements in connection with the reports on the Company’s financial statements for such years. In addition, during the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through September 18, 2025, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except that the Company concluded on material weaknesses in the Company’s internal control over financial reporting as of December 31, 2024 and 2023 that business process controls across the entity’s financial reporting processes were not effectively designed and implemented to properly address the risk of material misstatement, including controls without proper segregation of duties between preparer and reviewer.

     

    The Company provided UHY with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that UHY furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated September 24 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

     

    The Audit Committee has begun the process of selecting a new independent registered public accounting firm.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    16.1   Letter from UHY, dated September 24, 2025.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: September 24, 2025 SCANTECH AI SYSTEMS INC.
       
      By: /s/ Dolan Falconer
      Name: Dolan Falconer
      Title: Chief Executive Officer

     

     

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